RADIUS HEALTH, INC. (NASDAQ:RDUS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Notes and the Indenture
On August14, 2017, Radius Health,Inc. (the “Company”) completed its previously announced public offering (the “Offering”) of $300million aggregate principal amount of the Company’s 3.00% Convertible Senior Notes due 2024 (the “Notes”). The Company has granted the underwriters in the Offering a 30-day option to purchase up to an additional $45million principal amount of the Notes solely to cover over-allotments.
The net proceeds from the Offering were approximately $290.8million after deducting the underwriters’ discounts and commissions and the estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to support the U.S. commercial launch of TYMLOS™ (abaloparatide) injection andthe development of its life cycle management activities, such as the Company’s investigational abaloparatide transdermal patch, and to advance the development of itspipeline of product candidates, including a Phase 2 clinical trial of elacestrant (RAD1901) in breast cancer and a Phase 1 study of RAD140 in breast cancer, and for general corporate purposes.
The Notes are governed by the terms of a base indenture for senior debt securities (the “Base Indenture”), as supplemented by the first supplemental indenture thereto (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), each dated as of August14, 2017, by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes are the senior unsecured obligations of the Company and bear interest at a rate of 3.00%per annum, payable semi-annually in arrears on March1 and September1 of each year, beginning on March1, 2018. The Notes will mature on September1, 2024, unless earlier repurchased, redeemed or converted. The Notes will be convertible into cash, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), or a combination thereof, at the Company’s election, at an initial conversion rate of 20.4891 shares of Common Stock per $1,000 principal amount of the Notes, which corresponds to an initial conversion price of approximately $48.81 per share of Common Stock and represents a conversion premium of approximately 32.5% based on the last reported sale price of the Common Stock of $36.835 per share on August8, 2017, the date the Offering was priced.
The conversion rate is subject to adjustment from time to time upon the occurrence of certain events, including, but not limited to, the issuance of stock dividends and payment of cash dividends. At any time prior to the close of business on the business day immediately preceding June1, 2024, holders may convert their Notes at their option only under the following circumstances: (1)during any calendar quarter commencing after the calendar quarter ending on December31, 2017 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2)during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; (3)upon the occurrence of specified
corporate events; or (4)if the Company calls the Notes for redemption. On or after June1, 2024, until the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. If a make-whole fundamental change (as defined in the Indenture) occurs and a holder elects to convert its Notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the conversion rate as described in the Indenture.
Prior to September1, 2021, the Company may not redeem the Notes. On or after September1, 2021, the Company may redeem for cash all or part of the Notes if the last reported sale price of the Common Stock equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending within five trading days prior to the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. No sinking fund is provided for the Notes.
If a fundamental change (as defined in the Indenture) occurs at any time, subject to certain conditions, holders may require the Company to purchase all or any portion of their Notes at a purchase price equal to 50% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Base Indenture, Supplemental Indenture and form of Note filed hereto as Exhibit4.1, Exhibit4.2 and Exhibit4.3, respectively, which are incorporated herein by reference.
Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated into this Item 1.01 by reference.
Item 1.01 Financial Statements and Exhibits.
|4.1||Base Indenture, dated as of August14, 2017, by and between Radius Health,Inc. and Wilmington Trust, National Association.|
|4.2||First Supplemental Indenture, dated as of August14, 2017, by and between Radius Health,Inc. and Wilmington Trust, National Association.|
|4.3||Formof 3.00% Convertible Senior Note due 2024 (included in Exhibit4.2).|
Radius Health, Inc. ExhibitEX-4.1 2 d443524dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EXECUTION VERSION RADIUS HEALTH,…To view the full exhibit click
About RADIUS HEALTH, INC. (NASDAQ:RDUS)
Radius Health, Inc. is a biopharmaceutical company focused on developing therapeutics in the areas of osteoporosis, oncology and endocrine diseases. Its product candidate, the investigational drug abaloparatide for subcutaneous injection, has completed Phase III development for use in the reduction of fracture risk in postmenopausal women with osteoporosis. Its clinical pipeline also includes an investigational abaloparatide transdermal patch for use in osteoporosis and the investigational drug RAD1901 for use in hormone-driven and hormone-resistant breast cancer, and vasomotor symptoms in postmenopausal women. Its preclinical pipeline includes RAD140, a non-steroidal, selective androgen receptor modulator (SARM) under investigation for use in cancer.